SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


Form 8-A/A
Amendment No. 3
(to Registration Statement on
Form 8-A dated March 7, 1986)


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


                 CBI INDUSTRIES, INC.                 
(Exact name of registrant as specified in its charter)


                Delaware                             36-3009343   

(State of incorporation or organization)        (IRS Employer     
                                                Identification No.)

800 Jorie Boulevard, Oak Brook, Illinois          60521-2268      
     
(Address of principal executive offices)        (Zip Code)        



Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class        Name of each exchange on which
        to be so registered        each class is to be registered

Preferred Stock Purchase Rights    New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:
                                None                              
 
(Title of Class)






          The Company hereby amends Item 1 of its Registration
Statement on Form 8-A, dated March 7, 1986, as amended to date
(the "Prior Form 8-A"), by adding the information set forth below
under the caption "Amendment to the Rights Agreement." The
Company also amends Item 2 by adding the Amendment to the Rights
Agreement as an Exhibit thereto.  Terms used but not defined
herein shall have the meaning set forth in the Prior Form 8-A,
which is hereby incorporated herein by reference.

Item 1.   Description of Registrant's Securities to be
Registered.

Amendment to Rights Agreement

          On March 8, 1995, the Company and the Rights Agent
entered into an Amendment (the "Amendment") to the Rights
Agreement.  The Amendment, among other things, amends the Rights
Agreement to amend the definition of an "Acquiring Person" to
exclude from the definition a Person who inadvertently becomes an
Acquiring Person if such person divests a sufficient number of
shares so that such Person is no longer an Acquiring Person.

          A copy of the Amendment is attached as Exhibit 1 hereto
and is incorporated herein by reference.  The foregoing
description of the Rights, as amended, does not purport to be
complete and is qualified in its entirety by reference to the
Amendment and the Rights Agreement.
Item 2.   Exhibits.

          The following exhibit is filed as part of this          
          Registration Statement:

     1.   Amendment to Rights Agreement dated as of March 8, 1995 
          to an Amendment and Restatement of a Rights Agreement   
          dated August 8, 1989, as amended,  between the Company and First      
          Chicago Trust Company of New York, as Rights Agent.



SIGNATURE

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.


Date:  April 21, 1995

                              CBI INDUSTRIES, INC.



                              /s/ George L. Schueppert            
                              Name:  George L. Schueppert
                              Title: Executive Vice President, 
                                     and Chief Financial Officer